MTN ZAKHELE (RF) LIMITED - Report on proceedings at the annual general meeting

Report on proceedings at the annual general meeting

MTN Zakhele (RF) Limited
(Incorporated in the Republic of South Africa)
(Registration number 2010/004693/06)
Share code: MTNZBE
ISIN: ZAE000208526
("MTN Zakhele" or “the Company”)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the sixth (6th) annual general meeting (“AGM”) of the shareholders of MTN Zakhele held yesterday, 30 May 2016 all the ordinary and special resolutions proposed at
the meeting were approved by the requisite majority of votes. In this regard, MTN Zakhele confirms the voting statistics from the AGM as follows:

                                               Votes carried disclosed as a
                                            percentage in relation to the total                       Shares voted          Shares abstained
                                             number of shares voted at the                           disclosed as a           disclosed as a
                                                        meeting                    Number of         percentage in            percentage in
Resolutions                                                                      shares voted    relation to the total    relation to the total
                                                                                                 issued share capital*    issued share capital*
                                                                                  
                                           For                 Against

Ordinary Resolution 1: Re-election of      
Grant Gelink as a director                 99.97%              0.03%              24 390 080                   30.15%                    0.01%
Ordinary Resolution 2: Election of audit
committee – Election of Sindisiwe          99.89%              0.11%              24 393 953                   30.16%                    0.01%
Mabaso-Koyana
Ordinary Resolution 3: Election of audit
committee – Re-election of Sonja De        99.97%              0.03%              24 385 934                   30.15%                    0.00%
Bruyn Sobotsa
Ordinary Resolution 4: Election of audit
committee – Re-election of Grant           99.98%              0.02%              24 384 634                   30.15%                    0.00%
Gelink
Ordinary Resolution 5: Re-appointment
of independent auditors                    99.95%              0.05%              24 349 961                   30.10%                    0.00%
Special Resolution 1: Approval of
remuneration payable to directors          99.87%              0.13%              23 326 260                   28.84%                    1.25%


*Total issued share capital is 80 888 207.


The special resolution will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.

Johannesburg
31 May 2016

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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